Exhibit
      4.01

     

    ADUROMED
      INDUSTRIES, INC.

    


    STOCK
      OPTION AGREEMENT

    WITH
      JOSEPH ESPOSITO

    


    This
      Non-Statutory Option Agreement (the "Agreement") is made and entered into as
      of
      August 4, 2008 by and among ADUROMED INDUSTRIES, INC., a Delaware Corporation
      with a principal of business at 3 Trowbridge Drive, Bethel, Connecticut 06801,
      of the one part (hereinafter referred to as “AII” or the “Corporation”), and
      Joseph Esposito, of
      the
      other part (the
      "Optionee").

    


    RECITALS

    


    WHEREAS,
      by action unanimously taken by the Board of Directors of the Corporation on
      July
      31, 2008, the Board approved the 2008 Non-Statutory Stock Option Plan (“Plan”)
      of the Corporation and authorized the Corporation to provide for the granting
      of
      option rights under the Plan to employees, consultants and non-employee
      directors of the Corporation and the Corporation’s wholly-owned subsidiary,
      Aduromed Corporation (“Aduromed”), to purchase shares of the Corporation’s
      common stock, par value $0.0001 per share (“Common Stock”) in connection with
      the transactions contemplated by that certain Master Restructuring Agreement,
      dated as of July 10, 2008 by and among the Corporation, Aduromed and the other
      signatories listed on the signature pages thereto (the “MRA”); and 

    


    WHEREAS,
      in order to facilitate the purpose of the MRA, the Corporation wishes to grant
      to Optionee the right and option to purchase 12,000,000 shares of Common Stock
      under the Plan; 

    


    NOW,
      THEREFORE,
      the parties hereto hereby agree as follows:

    


    1.
      Grant
      of Option.
      The
      Corporation hereby grants to Optionee and to his permitted designees and
      assignees, the right and option (“Option”) to purchase a total of 12,000,000
      shares of Common Stock (the “Optioned Shares”). It is understood and
      acknowledged that this Option is designated as a non-statutory stock option
      that
      will not qualify as an incentive stock option under Section 422 of the Internal
      Revenue Code (the “Code”).

    


    2.
      Option
      Price.
      The
      price to be paid for the Optioned Shares to be issued upon exercise of this
      Option or any part thereof shall be $0.025 per share (the "Exercise Price").
      

    


    3.
      Rights
      to Exercise. 

    


    The
      rights to exercise this Option shall vest with respect to 4,000,000 shares
      of
      Common Stock immediately, with respect to an additional 4,000,000 shares of
      Common Stock on August 4, 2009, and with respect to the remaining 4,000,000
      shares of Common Stock on August 4, 2010. 

     

    
      
        
        

      

      
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    4.
      Securities
      Law Requirements.
      To the
      extent this Option shall have vested as provided in Section 3 above, it may
      be
      exercised in whole or in part at any time, subject to an opinion of legal
      counsel for the Corporation (which shall not be unreasonably withheld by the
      Corporation) that, at the time of such exercise, the issuance of the Optioned
      Shares is in compliance with the provisions of the Securities Act of 1933,
      as
      amended, and the rules and regulations promulgated there under (the "Securities
      Act"). 

    


    5.
      Term
      of the Options.
      The
      Option shall remain exercisable as to Optioned Shares for five (5) years from
      the date of vesting of such Optioned Shares. 

     

    Should
      the Optionee’s service be terminated for cause (as defined in the consulting
      agreement with the Corporation applicable to Optionee), then in any such event
      this Option shall terminate immediately and with respect to all unvested shares
      of Common Stock. 

     

    In
      the
      event Optionee is unable to continue as a consultant as a result of his total
      and permanent disability (as defined in Section 22(e)(3) of the Code), all
      of
      Optionee's unvested Options shall immediately vest and become exercisable and
      the term of any such Options shall be extended to the fifth anniversary of
      Optionee's consultancy termination date.

    


    During
      the term of this Option if the Optionee was at the time of his death still
      engaged as a consultant, all of the Optionee's unvested Options shall
      immediately vest and become exercisable and the term of any such Options shall
      be extended to the fifth anniversary of the Optionee's date of death and the
      Option may be exercised by the Optionee’s estate or by a person who acquired the
      right to exercise the Option by bequest or inheritance. 

    


    If
      during
      the term of this Agreement and while the Optionee remains a consultant of the
      Corporation, the Corporation shall be subject to a Change in Control, then
      in
      such case all of the Optionee's unvested Options shall immediately vest and
      become exercisable and the term of any such Options shall be extended to the
      fifth anniversary of the date of Change in Control.

    


    "Change
      in Control" shall mean any merger, consolidation, sale of assets
      or
      other similar transaction or series of transactions involving the Corporation,
      other than any such transaction or transactions following which the Corporation
      or its stockholders continue to own a majority of the combined voting
power
      of
      the outstanding securities of the Corporation or other entity surviving
or
      succeeding to the business of the Corporation.

    


    6.
      Registration
      Rights.
      The
      Corporation hereby covenants and agrees to register on an SEC Form S-8, or
      other
      applicable SEC Form, as soon as reasonably practicable, as may be necessary
      under the Securities Laws to permit the resale of the Optioned Shares issued
      upon exercise of this Option by the Optionee.

    


    7.
      Nontransferability.
      Except
      as otherwise provided herein or unless the Corporation otherwise consents in
      writing, the rights of Optionee hereunder shall be non-assignable and
      non-transferable by the Optionee, either voluntarily or by operation of law,
      and
      shall not be pledged or hypothecated in any way. Except as otherwise provided
      herein, any attempted alienation, assignment, pledge, hypothecation, attachment,
      execution or similar process, whether voluntary or involuntary, with respect
      to
      all or any part of the Options or any right thereunder, shall be null and void
      and, at the Corporation's option, shall cause all of Optionee’s rights under
      this Agreement to terminate. 

    


    
      
        
        

      

      
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    8.
      Effect
      of Exercise.
      Upon
      exercise of all or any part of this Option, the number of shares of Common
      Stock
      subject to this Option being exercised under this Agreement shall be reduced
      by
      the number of shares with respect to which such exercise is made.

    


    9.
      Method
      of Exercise.
      Each
      exercise of this Option shall be by means of a written notice of exercise in
      substantially the form attached hereto as Exhibit A delivered to the Secretary
      of the Corporation at its principal office and accompanied by payment in full,
      by certified or bank or cashier’s check payable to the Corporation, of the
      Exercise Price for each share of Common Stock purchased under the Option. Such
      notice shall specify the number of shares of Common Stock with respect to which
      the Option is exercised and shall be signed by the person exercising the Option.
      If the Option is exercised by a person other than Optionee, such notice shall
      be
      accompanied by proof, reasonably satisfactory to the Corporation, of such
      person's right to exercise the Option.

    


    10.
      Issuance
      of Shares.
      Subject
      to the foregoing conditions, the Corporation, as soon as reasonably practicable
      after receipt of a proper notice of exercise and without transfer or issue
      tax
      or other incidental expense to the person exercising an Option, shall, subject
      to the conditions herein expressly stated, deliver to such person at the
      principal office of the Corporation, or such other location as may be agreed
      in
      writing by the Corporation and such person, one or more certificates for the
      shares of Common Stock with respect to which the Option has been exercised.
      Such
      shares shall be fully paid and nonassessable and shall be issued in the name
      of
      such person.

    


    11.
      Limitation
      of Optionee’s Rights.
      Neither
      Optionee nor any person entitled to exercise an Option shall be or have any
      of
      the rights of a shareholder of the Corporation in respect of any share issuable
      upon the exercise of the Option unless and until a certificate or certificates
      representing shares of Common Stock shall have been issued and delivered upon
      exercise of the Option in full or in part. No adjustment shall be made for
      dividends or other rights for which the record date is prior to the date such
      stock certificates are issued.

    


    12.
      Consent
      Required to Transfer.
      Except
      as otherwise expressly provided herein, if at any time the Corporation shall
      have filed a registration statement pursuant to the federal securities laws
      in
      connection with any underwritten public offering by the Corporation of its
      equity securities, the Optionee shall not sell, make any short sale of, loan,
      hypothecate, pledge, grant any option for the purchase of, or otherwise dispose
      of or transfer for value or otherwise agree to engage in any of the foregoing
      transactions with respect to any Optioned Shares held by him without the prior
      written consent of the Corporation or its underwriters. Such limitations shall
      be in effect for such period of time from and after the effective date of such
      registration statement, or withdrawal of the filing with the SEC, as may be
      requested by the Corporation or such underwriters.

     

    
      
        
        

      

      
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    13.
      Protection
      Against Dilution. 

     

    13.1
      Adjustment
      Mechanism.
      If an
      adjustment of the Exercise Price is required pursuant to this Section 13, the
      Optionee shall be entitled to purchase such number of additional shares of
      Common Stock as will cause (i) the total number of shares of Common Stock it
      is
      entitled to purchase pursuant to this Option, multiplied by (ii) the adjusted
      purchase price per share, to equal (iii) the dollar amount of the total number
      of shares of Common Stock it is entitled to purchase before adjustment
      multiplied by the total purchase price before adjustment.

     

    13.2
      Capital
      Adjustment.
      In case
      of any stock split or reverse stock split, stock dividend, reclassification
      of
      the Common Stock, recapitalization, merger or consolidation, or like capital
      adjustment affecting the Common Stock of the Corporation, the provisions of
      this
      Section 13 shall be applied as if such capital adjustment event had occurred
      immediately prior to the effective date of this Option and the original purchase
      price had been fairly allocated to the stock resulting from such capital
      adjustment; and in other respects the provisions of this Section 13 shall be
      applied in a fair, equitable and reasonable manner so as to give effect, as
      nearly as may be, to the purposes hereof. A rights offering to stockholders
      shall be deemed a stock dividend to the extent of the bargain purchase element
      of the rights, if any.

     

    13.3
      Adjustment
      for Spin Off.
      If, for
      any reason, prior to the exercise of this Option in full, the Corporation spins
      off or otherwise divests itself of a part of its business or operations or
      disposes of all or a part of its assets in a transaction (the "Spin Off') in
      which the Corporation does not receive compensation for such business,
      operations or assets, but causes securities of another entity (the "Spin Off
      Securities") to be issued to security holders of the Corporation, then Optionee
      shall be entitled to receive its pro rata share of the Spin Off Securities
      determined as if it had exercised the entire unexercised portion of the Option
      outstanding on the trading day immediately prior to record date (the "Record
      Date") for determining the amount and number of Spin Off Securities to be issued
      to security holders of the Corporation.

    


    14.
      Restricted
      Securities.
      Optionee
      understands that the Option and the Common Stock issuable upon exercise of
      the
      Option are "restricted securities" under the Federal securities laws in as
      much
      as they are being acquired from the Corporation in a transaction not involving
      a
      public offering and that under such laws and applicable regulations such
      securities may be resold without registration under the Securities Act of 1933,
      as amended, only in certain limited circumstances. All certificates representing
      shares of Common Stock purchased upon the exercise of the Option shall bear
      the
      following legend:

    


    "THE
      SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY TRANSFER OF SUCH SECURITIES
      WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT
      AS TO
      SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION
      IS
      UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE
      ACT."

     

    
      
        
        

      

      
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    15.
      Notices.
      Any
      notice to the Corporation contemplated by this Agreement shall be addressed
      to
      it at its principal place of business in care of its President; and any notice
      to the Optionee shall be addressed to Optionee at the address set forth above
      or
      at such other address as Optionee may hereafter designate in a writing delivered
      to the Corporation as provided herein.

    


    16.
      Governing
      Law.
      This
      Agreement has been made, executed and delivered in, and the interpretation,
      performance and enforcement hereof shall be governed by and construed under
      the
      laws of the State of New York.

    


    ADUROMED
      INDUSTRIES, INC.

    

      
        	
                By
                  

              	
                /s/
                  Kevin T. Dunphy

              
	 
	
                OPTIONEE

              
	 
	
                /s/
                  Joseph Esposito

              
	
                JOSEPH
                  ESPOSITO

              


      

    


    
      
        
        

      

      
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    EXHIBIT
      A 

    


    OPTION
      EXERCISE FORM

    (To
      be
      executed only upon exercise of an Option)

    


    The
      undersigned hereby irrevocably exercises the foregoing designated Option for
      the
      purchase of that number of shares of the
      Common Stock (par value $0.0001 par value per share), of Aduromed Industries,
      Inc. set forth below, and hereby makes payment of the aggregate Exercise Price
      therefor which is also set forth below, all on the terms and subject to the
      conditions specified in the Stock Option Agreement between him and the
      Corporation. 

     

    
      	
              Number
                of Shares:

            	 	 	  	 
	 	 	 	 	 
	
              x

            	 	 	 	 
	 	 	 	 	 
	
              Exercise
                Price:

            	 	
              
              

              $

            	
              
              

               

            	 
	 	 	 	 	 
	
              Aggregate
                Exercise

            	 	 	 	 
	
              Price
                paid:

            	 	
              $

            	
                

            	 


    

     

    Dated:

     

    HOLDER:

    


    ____________________

    ACCEPTED:

     

    Dated:

    


    ADUROMED
      INDUSTRIES, INC.


    

      
        	
                By
                  

              	 


      

    

    


    
      
        
        

      

      
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